An Eagle is sent onto the surface of the planet Psychon, which has titanium, needed for repairs to the Alpha Base. It fails to return and is used by Psychon scientist Mentor as a bait with which to entice other members of the Alphan crew onto the planet. Mentor is building a computer but it will be fuelled by the living brains of humans, and he has his eye on those of the Alphan crew. Fortunately his daughter, the shape-shifting Maya, does not share her father's views and is on the side of the Alphans.

The Alphans land on a planet seemingly devoid of any human existence but being run by a group of machines. The machines explain to the visitors that their human overlords are in a state of regeneration but the chief machine, the Guardian,sees the Alphans as posing a threat and it is down to two newly regenerated females known as A and B to decide their fates.

Several crew members explore the planet Sunin, including botanist Shermeen Williams, who appears to have visionary gifts. She links up with an alien, called Vindrus, who wants her help in transferring his body and that of his race, into solid matter, giving them proper human form so that they can join the universe as real matter. However, for every one of his race made flesh, an Alphan must lose their matter.

A strange cloud drifts over the base and causes most of the crew to be stricken with illness. A monster, the 'cloud creature' appears out of the cloud and runs amok on the base. A voice from the cloud explains its purpose. The base must give up its life support in order to prevent the cloud from dying. With most of the crew indisposed through illness, it is down to Maya to employ her shape-shifting skills to beat the creature.

The arrival of the Alphans on another planet seems to cause a change in its atmosphere, setting off pollution and poisoning of the water. They meet Zoran, the sole survivor of the last exploratory force, who tells them that the planet is controlled by an immortal being - with whom Koenig must parley if he and his crew are to leave the planet alive.